BYLAWS OF SEVEN COUNTRIES PAINT HORSE CLUB - 12/14/2007

  A California Corporation  

ARTICLE I

            Section 1.  Title:  This regional club shall be known as the SEVEN COUNTIES PAINT HORSE CLUB in California  shall be operated as a non-profit corporation in accordance with the laws of the State of California, providing for such corporations, and by which it shall receive all such rights as granted to corporations of this kind.

            Section 2.  Objectives:  The purpose of the 7CPHC club shall at all times be operated and conducted as a non-profit association in accordance with the laws of the state of California. The purposes of the 7CPHC club are as follows:

A. To promote and stimulate interest in the Paint Horse by encouraging Paint breeding for conformation and ability.

B. To promote the Paint Horse as a breed.

C. To promote the Paint Horse through horse shows, pleasure and trail riding, racing and all other activities of the same nature.

D. To promote good horsemanship and good sportsmanship.

E. To educate the public about horsemanship and good sportsmanship. 

F. To encourage membership at both regional and national levels.

            Section 3.  Place of Business:  The principal place of business of the Corporation shall be located at such place as the membership may from time to time determine.  The membership is granted full power and authority to change such principal office from one location to another.

Section 4. Location: Counties served:
San Mateo, Santa Clara, San Benito, Monterey, Santa Cruz, San Francisco, Alameda.

ARTICLE II

MEMBERS  

            Section 1.  Senior membership in the Corporation shall be open to all persons 19 and over as of January 1.

            Section 2.  Family memberships in this Corporation shall be open to any family with one parent or two parents and one or more minor children.

            Section 3.  Youth membership in the Corporation shall be open to any minor children, 19  and under as of January 1 of the current year, or younger, having written consent and a liability release signed by a legal parent or guardian.

Section 4.  An Honorary Membership in this Corporation shall be open to any person whom the Executive Board and general membership approve.

            Section 5.  Adult life membership in this Corporation shall be open to any person or persons and may be given upon special request of the Executive Board with approval of the general membership.

            Section 6.  Application for membership in the Corporation shall be made in writing and shall be accompanied by the first year’s dues.

            Section 7.  Upon written complaint of any member, the Executive Board can expel a member with the proper notice and in accordance with California Corporation Law, Division 7 341, Parts (a)-(f).

ARTICLE III

DUES

            Section 1.  The amount of annual membership dues shall be determined each year by the Corporation membership and shall be decided before the first meeting of the year and are due on January 1 of each year, and shall be delinquent by the third meeting of each year.  There shall be no proration of dues.

            Section 2.  There shall be an annual insurance fee charged to every voting member and shall be included in the membership dues.

            Section 3.  An adult life membership shall be available at ten times the annual amount for the year of application according to current membership.

            Section 4.  Dues and membership shall be verified by an official membership card which shall be accompanied by an official club receipt.  It is each individual member’s responsibility to verify his/her membership

ARTICLE IV

MEETINGS, VOTING, QUORUM, COMMITTEES  

            Section 1.  A minimum of six general membership meetings shall be held each year with the designated time and place to be announced prior to each meeting.

            Section 2.  The September general membership meeting of the Corporation will be considered the annual meeting at which time elections will be conducted.

            Section 3.  Executive Board meetings shall be held at the discretion of the President with the designated time and place to be announced prior to meeting.  Corporation members may attend Executive Board meetings, but have no voting privileges.

            Section 4.  Special meetings may be called by the President or by a majority of the Executive Board with prior notice.

            Section 5.  At general and special meetings held in accordance with the foregoing provisions, as to notice, the members attending such meeting shall constitute a quorum.  At Executive Board meetings, seven Board Members will constitute a quorum.

            Section 6.  Each adult member shall be entitled to one vote at general membership meetings.  Youth and Honorary members shall not have voting privileges.

            Section 7.  Absentee or vote by proxy is not allowed.

            Section 8.  Roberts’ Rules of Order shall be used as the guideline at meetings insofar as such rules do not conflict with these Bylaws.

            Section 9.  Special committees may be appointed from time to time at the President’s discretion.

Article V

OFFICERS, DUTIES, ELECTIONS

            Section 1.   Each year a nominating committee of three members shall be selected from the general membership.  The committee shall present their nominees for President, Vice-President, Treasurer, Recording Secretary, Corresponding Secretary, Coordinating Committee and Representative to the California Coordinating Committee Executive Board at the annual meeting and additional nominations shall be solicited from the general membership.  The nominee for President must have been a member of the American Paint Horse Association and/or a Paint Horse Regional Club for one year to be eligible for the office of President. 

            Section 2.  The President shall be the chief executive officer of the corporation, and shall preside at all meetings of the general membership and of the Executive Board.  He/she shall ensure that the Bylaws are enforced and shall perform all other duties that may be assigned by the Executive Board.  He/she shall be an ex-officio member of all committees.

            Section 3.  Vice-President:  In the absence of the President, the Vice President shall have the power and shall perform the duties of the President and such other duties as may be assigned by the Executive Board.

            Section 4.  Treasurer:  The Treasurer, on behalf of the Corporation, shall:

• Maintain adequate and correct accounts of business transactions.
• Deposit all monies to the credit of the Corporation.
• Disburse funds as ordered by the general membership.
• Be responsible for the filing of Federal and State taxes.
• Maintain current Corporation insurance coverage and ensure the proper filing of the required insurance affidavit with the State of California.
• Render a financial statement at all general meetings.  Submit a horseshow and year-end financial statement at the annual meeting in September.
• If at all possible, complete a two-year term.
• Any-two-President, Vice-President, Secretary, Treasurer- or any other member in good standing and appointed by the President, shall be empowered to sign any or all checks for the Corporation in accordance with the Bylaws of the Corporation.
• Report to CCC Point Keeper by November 30, any membership delinquent in monies owed to the Corporation.

Section 5.  Corresponding Secretary:  The Corresponding Secretary shall be responsible for sending and receiving correspondence as directed by the President and/or the Executive Board.

      Section 6.  Recording Secretary:  The Recording Secretary shall be responsible for the publication of notice of meetings and shall keep a book of minutes of general membership meetings, Executive Board meetings and any special meetings as requested by the President.  The Secretary shall keep, or cause to be kept, the original or a copy of the Corporation’s Articles and Bylaws, as amended to date.  The Secretary shall assume other appropriate duties assigned by the President and/or Executive Board. 

      Section 7.  California Coordinating Representatives:  These Representatives shall represent the Corporation at all California Coordinating Committee meetings, express the opinions of the Corporation at said meetings, and report to the Corporation on the activities of the Committee.  At no time shall the Representatives commit the Corporation to any obligation without membership approval.

      Section 8.   Executive Board.  The Executive Board shall consist of the elected officers, the current Past President, and three members at large who will be known as Board Members.  These will be appointed b the President.  California Coordinating Representatives are also Board members but are elected for two-year terms to end in alternating years, one being elected each year.

      The duties of the Executive Board shall include, but are not limited to:

·         Directing the Corporation.

·         Filling vacancies of officers and of the board by appointment within thirty days of vacancy.

·         Appoint two members no later than October 1 of each year to initiate an audit of the Corporation’s financial records to be completed by December 1 of each year.

·         Establish an annual budget by July 1 of each year.

·         Disburse funds to the limit of the annual budget as approved by the general membership.

·         Review insurance policy annually prior to renewal.

Section 9.  Vacancy:  In the event of any vacancy in the Executive Board by death, resignation, or disqualification, the remaining members by affirmative vote of a majority thereof may elect a successor to serve the remaining term.

Section 10.  Committees:  The President may select Committees, as he/she deems appropriate from time to time, and shall select the Chairmen of those Committees, and such Chairmen shall select the members of their respective Committees.

Section 11. Any officers that miss more than 3 meetings will be removed from office. This includes CCC reps. 

ARTICLE VI

AMENDMENT OF BYLAWS  

            Section 1.  Subject to any provision of law applicable to the amendment of Bylaws of this Corporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted by approval of the members of this Corporation.  A copy of the amended Bylaws should be sent to the American Paint Horse Association.

ARTICLE VII

DISSOLUTION

Section 1.  Upon the dissolution of the Corporation, its assets, remaining after payment of all debts and liabilities, shall be distributed to a California State College or University, as designated by the Executive Board, for equine research.  

ARTICLE VIII

INDEMNIFICATION

Section 1.  Amendments. Each officer, director and committee member of the Seven Counties Paint Horse Club shall be indemnified by the Seven Counties Paint Horse Club against all costs, expenses and liabilities reasonably incurred by him/her in connection with/or resulting from any action, suit or proceeding to which he/she may be made a party by reason of his or her being or having been a director, officer or committee member of the Club, except in relation to matters which shall have been occasioned by the willful misconduct or dishonesty of such an officer, director or committee member. The foregoing right indemnification shall cover amounts paid in settlement appears to be in the interest of the Club. The foregoing rights shall be in addition to any other rights to which such officer, director or committee member may be entitled as a matter of law.


ARTICLE VIIII

ELECTION PROCEDURES

Section 1. Nomination. The President shall appoint a nomination committee 2 months prior to the annual membership meeting. The Nominating committee Chairman shall prepare and present a slate of nominees for each office and director positions to be elected to the Board of Directors for approval 1 month prior to the annual membership meeting.

1. Additional nominees can be accepted from the floor at the annual membership meeting.

Section 2. Election. The election of officers and directors will be conducted at the annual membership meeting. Voting by proxy or assigning one's vote to another person to vote in his absence is Not Allowed.  Only adult members in good standing will be permitted to vote.

Acceptable methods of conducting election:

A written/voice ballot at a meeting.  Ballots with the slate of nominees are handed out or presented to the members in good standing at a specified meeting.  Votes are tabulated for each officer prior to proceeding to the next officer to be elected.  With this method, members must be in attendance and nominations from the floor can be accepted.  Absentee voting is not allowed.

B,         Elections shall begin with the President.  Ballots will be counted for each officer prior to moving on to subsequent officers so that nominees not elected for a position may be nominated for subsequent officer and or director positions.

Section 3.  

Revised 9/11/12

Approved By: Jan Larson