ARTICLE I. TITLE, OBJECTIVES, PURPOSE AND LOCATION
SECTION 1. TITLE. This organization is incorporated under the laws of the State of Oregon and shall be known as the Columbia River Reining Horse Association (“Association” or CRRHA herein), and shall at all times be operated as a non-profit association in accordance with the laws of the State of Oregon and the United States of America.
SECTION 2. OBJECTIVES. To promote and encourage the showing of reining horses; and to develop and dissemble informational material deemed desirable to provide contestants and spectators a better understanding of a proper performance of the reining horse in the show arena.
SECTION 3. PURPOSE. This Association is incorporated under the laws of the State of Oregon and is organized exclusively for one or more purposes specified in Section 501(c)(3) of the Internal Revenue Code.
SECTION 4. PLACE OF BUSINESS. The principal office of the association shall be Albany, Oregon or as the Board of Directors shall designate.
SECTION 5. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purpose of the Association in such manner, or to the 4-H Horse Clubs Leaders Council of Oregon.
ARTICLE II. OFFICERS
The officers of the Association shall be President, Vice-President, Secretary/Treasurer, and an Executive Board consisting of four (4) elected Board of Directors. The officers of the Corporation shall hold office for a period of two (2) years and until their successors are elected and qualified. The salaries, if any, shall be fixed by the Board of Directors at the Board’s sole discretion.
ARTICLE III. ELECTION OF OFFICERS
SECTION 1. The election of officers shall be held at the Annual meeting of the Association at the time and place designated by the Board of Directors. So as to have continuity in the officers of the Association, elections shall be staggered and shall be as follows:
A. In even years the positions of President, Secretary\Treasurer and two (2) Directors shall be elected.
B. In odd years the positions of Vice-President and two(2) directors shall be elected.
SECTION 2. A nominations committee, appointed by the President and approved by the Board of Directors, shall submit a list of at least two (2) candidates for each office open for election to the President no less than sixty (60) days prior to the Annual Meeting.
SECTION 3. At the written request of ten (10) members of the Association, a candidate other than those submitted by the above mentioned committee may be placed into nomination and that it shall be immediately given to the membership, provided said written requests for nomination is placed in the hands of the President, no less than thirty (30) days before the Annual Meeting.
SECTION 4. Each member of the Association in good standing at the time of the election shall be entitled to one (1) vote. Absentee ballots bearing the signature of the member in good standing will be accepted provided they are received by the President not less than fifteen (15) days prior to the Annual meeting. Other than absentee ballots, a member of the Association must be present at the Annual meeting in order to vote. There will be no proxy voting accepted by the Association.
SECTION 5. The election of the officers at the Annual Meeting shall be by closed ballot and shall be audited by a committee appointed by the President.
ARTICLE IV. DUTIES OF THE OFFICERS
SECTION 1. The President shall be the Executive Officer of the Association and shall preside at all meetings of the Board of Directors and Annual Meeting; he or she shall have general and active management of the powers of the Association except as hereinafter limited. He or she shall be the ex officio member of all committees. The President shall serve as Chairman of the Board of Directors and manage the affairs of the Association and shall see that all orders and resolutions of the Board are carried into effect; subject, however, to the right of the Directors to delegate any specific powers, except such as may be by the statute exclusively conferred upon the President, to any other officer or officers of the Association. He or she shall execute bonds, mortgages, and any other contracts requiring execution on behalf of the Association. He or she shall have the authority to appoint a committee to assist him or her in the operation and management of the Association.
SECTION 2. It shall be the duty of the Vice-President to perform the duties of the President, in case of his or her absence and\or disability.
SECTION 3. It shall be the duty of the Secretary\Treasurer to keep the minutes, handle correspondence of the Association, keep all records pertinent to the operation of the Association and to handle all receipts and payments and keep financial records of all Association business.
SECTION 4. The officers shall be charged with the daily operational responsibilities of the Association, including but not limited to decisions necessary for the continuity and those requiring immediate attention. Any action taken by the Officers without the prior approval of the Board of Directors, or action permitted by these By-Laws, requires a quorum of the Officers. For the purpose of the By-Laws, a quorum shall consist of three (3) Officers. The officers of the Association shall not, without prior Board of Director’s approval, bind the Association to any long term contractual obligations. For the purpose of these By-Laws, a long term contractual obligation is defined as any contractual agreement which requires expenditures of funds on behalf of the Association and shall be in effect for a period of more than one (1) year.
Further the Officers shall not have the authority to bind the Association to any agreement, debt, obligation, or expenditure in excess of Two Thousand (2,000) Dollars, without the prior approval of the Board of Directors. No expenditure of One Thousand (1,000) Dollars or less is permitted to one (1) person, partnership, corporation, or out of the same transaction during the period of the year without prior Board approval.
SECTION 5. REMOVAL. Any Officer elected by the membership may be removed by the Board of Director whenever in its judgment, the best interests of the Association would be served thereby. However, such removal shall be without prejudice to the contract rights, if any, of the person to be removed.
SECTION 6. Vacancies. If the Officer or any Officers, or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, shall be filled by a majority of the remaining members of the board, no less than a quorum, and each person so elected shall be a Director until the successor is elected by the membership.
ARTICLE V. DIRECTORS
SECTION 1. The business of this Association shall be managed by its Board of Directors. The Board of Directors shall be comprised of the President, Vice –President, Secretary\Treasurer, immediate Past President and four (4) elected Directors, and at least four (4) Directors appointed by the Board of Directors for a term of one (1) year. All members of the Board of Directors must be members of the CRRHA and also the NRHA.
SECTION 2. The Board of Directors shall have general charge of the affairs, finances and property of the Association, to which they shall make an annual report to the membership at the Annual Meeting.
SECTION 3. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Association and do all such lawful acts that are not prohibited by statute or by these By-Laws.
SECTION 4. The Board of Directors shall be empowered to fill vacancies occurring in the Board. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining Directors. A director elected to fill a vacancy shall serve the unexpired term of the predecessor.
SECTION 5. The meeting of the Board of Directors may be held at such place within the State of Oregon or elsewhere, as the majority of from time to time may appoint, or as may be designated in the notice calling the meeting. Any meeting held outside the State of Oregon shall be considered solely for the convenience of the Board of Directors and shall not be considered as conducting business in the jurisdiction where the meeting takes place. Special meetings of the Board of Directors may be called by or at the request of the President.
The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside the State of Oregon, as the place for holding any special meeting of the Board of Directors. Notice of any special meeting may be called by the President on two (2) days notice to each Director, either personally or by mail, email or by telefax; special meetings shall be called by the President in like manner and on like notice on the written request of the majority of the Directors in office. If said notice is mailed, such notice shall be deemed to be delivered when delivered to the Post Office. If notice is sent by way of email or telefax, it is deemed to be delivered when email or telefax is transmitted. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board of Directors need be specified in a notice, or waiver of notice of such meeting.
SECTION 6. A quorum of the Directors in office shall be necessary to transact business of the Association. A quorum for the purposes of these By-Laws is defined as five (5) members of the Board of Directors. Once it is established that a quorum exists, a majority of such quorum shall then decide upon any question that may come before the meeting and shall be binding as though the full Board of Directors were sitting.
SECTION 7. Any member of the Board of Directors that misses more than two (2), meetings per year, unexcused, may be removed for cause.
SECTION 8. A Director of the Association shall stand in a fiduciary relation to the Association and shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interest of the Association, and with such care, including reasonably inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, A director shall be entitled to rely on good faith information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:
1. One or more officers or employees of the Association whom the Director reasonably
believes to be reliable and competent in the matters presented.
2. Counsel, public accountants or other persons as to matters which the Director reasonably
believes to be within a professional and expert competence of such person.
3. A Committee of the Board upon which he or she does not serve, duly designated in
accordance with law, as to matters within its designated authority, which a Director
reasonably believes to merit confidence.
A Director shall be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted. In discharging the duties of their respective positions, the Director shall at all time use the skill and diligence a person of ordinary prudence would use in similar circumstances. So long as the Director uses such skill and diligence as a person of ordinary prudence would use under similar circumstances, he or she shall not be held personally for any actions taken on behalf of the Association.
ARTICLE VI. MEMBERSHIP MEETINGS
SECTION 1. The Annual Meeting of the Association shall be held at a time and place designated by the Board of Directors. Notice will be given to each member at least thirty (30) days prior to the meeting together with a form of absentee ballot for the election of officers and By-Law amendments. Notice of meetings will be printed in the Association’s official publication.
SECTION 2. Special meetings of the membership may be called by the Board of Directors to be held at a time and place designated by the Board of Directors. Notice of special meetings will be given in the official publication of the Association or through special mailing to each member at least thirty (30) days prior to the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call and notice of the meeting and matters germane thereto.
SECTION 3. At any meeting of the Association, whether it is an Annual Meeting or a special meeting, the members present shall constitute a quorum regardless of the number actually present.
ARTICLE VII. MEMBERSHIP
SECTION 1. Membership is open to any individual of good character and reputation that has an interest in reining horses and the promotion of the reining horse.
SECTION 2. Members shall be admitted and retained in accordance with the rules and regulations of the National Reining Horse Association.
SECTION 3. Each member of the Association shall pay annual membership dues to the CRRHA. Said dues are due and payable at the commencement of each fiscal year. The fiscal year of this Association shall be January 1 through December 31 of each year. All membership dues and charges shall be set by the Board of Directors.
ARTICLE VIII. DISCIPLINARY PROCEDURE, PROTEST, & GRIEVANCE
Membership in the Association carries responsibilities as well as certain rights. Any member of the Association may be disciplined, fined or suspended upon a showing of good cause. Any non-member may be denied membership and the privileges relating to there whenever it shall be established by satisfactory evidence to the Board of Directors that such a non-member is not a worthy candidate. Anyone who becomes a member of the Association accepts to be bound by all the rules and regulations of the Association and renounces any recourse which he or she may have against the Association in connection with the enforcement of those rules.
SECTION 1. DISCIPLINARY PROCEDURE. Whenever anyone believes that conduct of a member or non-member warrants disciplinary actions, he or she must file, within ten (10) days of the actual incident and/or within ten (10) days of having gained knowledge of the incident, a complaint in writing to the CRRHA President. Any complaint or protest must be accompanied by a cashier’s check, certified check, money order or cash in the amount of fifty (50) dollars. Upon receipt of all complaints and/or protests, the President will then refer the same to the CRRHA Executive Board for investigation and recommendation.
SECTION 2. Upon receipt by the President of any complaint or protests, notification shall be sent to the person accused of a violation of these rules to the person’s last known address. Said notice shall contain a copy of the complaint or protest and shall advise the accused of the procedure to be followed by the Executive Board.
SECTION 3. After the Executive Board or its designee completes its investigation, it shall then make a recommendation to the Board of Directors on whether the matter is sufficiently serious to warrant a full hearing. If the Board of Directors finds it is not sufficiently serious to warrant a full hearing, all parties will be advised accordingly. If however, the Board of Directors finds that a full hearing is warranted, the person accused of any violation shall be given not less than thirty (30) days written notice of a time and place for a hearing before the Board of Directors and/or the appropriate Committee. The accused shall have the opportunity to appear at the hearing, with or without counsel, and to be heard and to present evidence and testimony on his or her own behalf and to hear and refute any evidence offered against him or her.
SECTION 4. The Board of Directors and/or its designee will issue a written report including findings of fact and conclusions within a reasonable period of time after the close of the hearing. All parties will receive a copy of the findings of fact and conclusions prepared by the Board of Directors.
SECTION 5. When a member is disciplined or suspended, or a non-member is denied membership privileges, the names of such member or non-member will be published in the official CRRHA publication and/or the “Reiner”.
SECTION 6. Any suspended member of the CRRHA will not be allowed to participate in any CRRHA approved Reining Horse event as an owner of a horse, rider or act in connection with any CRRHA approved event. In the event a suspended member participates in an approved show during the period of suspension either as owner, rider or agent, the Board of directors will impose an additional six (6) month period of suspension and all show winnings will be forfeited to the CRRHA.
SECTION 7. The decision and action of the Board of Directors shall be final and binding on all parties.
ARTICLE IX. CAUSES FOR DISCIPLINARY ACTION
SECTION 1. Any member may be suspended and denied privileges of the Association and any non-member, or any non-member approved show or official thereof, may be denied privileges of the Association by the President of the Association for failure to pay when due, any obligation to the Association or any CRRHA approved show for, for failure to pay entry fees, stall fees, office charges, premiums or any other fees or charges connected with the exhibition of reining horses, provided however that the fifteen (15) days before action by the President, written notice of the account due and the intention to suspend and withhold privileges of the Association shall be delivered to such member or non-member. The provision also includes the payment of any cost, fees or obligations for the check that is returned to the CRRHA or any show affiliate that has been deemed by a bank to be paid by an account that contains non-sufficient funds. Any suspension and denial of privileges under this section shall terminate upon full payment of the obligation due the Association.
SECTION 2. Unsportsmanlike like conduct either toward Judges, Show Management or other exhibitors will not be tolerated. Violations will be brought before the Board of Directors for possible disciplinary action or suspension. All violations of this Rule will be dealt with according to the provisions as described in the Disciplinary Procedure portion of these By-Laws.
ARTICLE X. PROTEST FEES
SECTION 1. The Board of Directors shall have exclusive discretion to determine whether the fifty (50) dollar fee shall be returned to the protestor. The Board shall have discretion on whether to return the fee regardless of the action taken by it.
ARTICLE XI. MISCELLANEOUS PROVISIONS
SECTION 1. All checks or demands for money and notes of the Association shall be signed by such officer or officers or their designees, as the Board of Directors may from time to time designate.
SECTION 2. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, email or by telefax, or by a telegram charges prepaid to his or her address appearing on the books of the Association membership list, or supplied by him or her to the Association for the purpose of notice. If a notice is sent by mail or telegraph, it shall be deemed to have been given to the person entitled thereto when it is deposited in the United States mail or with a telegraph office for transmission to such person. If the notice is sent by way of email or telefax, it shall be deemed to have been given to the person entitled thereto when the transmission occurs. Such notice shall specify the place, day, and hour of the meeting and/or hearing and in the case of a special meeting of the membership, the general nature of the business to be transacted.
SECTION 3. Whenever any written notice is required by statute, or by the By-Laws of the Association, a waiver thereof in writing, signed by the person or persons entitled to receive such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving such notice. Except in the case of a special meeting of the membership, either the business to be transacted at or the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person, at any meeting, shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the expressed purpose of objecting to a transaction of any business because the meeting was not lawfully called or convened.
SECTION 4. One or more of the Directors may participate in a meeting of the Board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
ARTICLE XII. ANNUAL STATEMENT
SECTION 1. The President and Board of Directors shall present at each annual meeting a full and complete statement and affairs of the Association for the preceding year. Such statements shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public account.
ARTICLE XIII. INDEMNIFICATION
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SECTION 1. The Association shall indemnify each of its Directors, Officers, and employees whether or not then in service as such, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she was a Director, Officer, or employee of the Association
The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Association for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as a Director, Officer, or employee by reason of willful misconduct, bad faith, gross negligence, or reckless disregard of the duties of his or her office or employment. The right to indemnity for expense shall also apply to expense of suits which are composed or settled if the court having jurisdiction of this matter shall approve such settlement. The forgoing right of indemnification shall be in addition to, and not exclusive of, all other rights which such Director, Officer, or employee may be entitled.
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ARTICLE XIV. AMENDMENTS
SECTION 1. Amendment to the By-laws must be presented to the President at least sixty (60) days prior to the Annual Meeting and written notice of the proposed amendment(s) will be given in our official publication or by special mailing to the membership at least thirty (30) days before the Annual Meeting. These amendments will be considered and voted on at the Annual Meeting, and must be passed by the majority of the members voting in person or by absentee ballot.
ARTICLE XV. CONTRACTS, LOANS, CHECKS, & DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any Officer or Officers, agent, or their designees, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confided to specific instances. This authority in no way conflicts with the authority of the President to enter into agreements as set forth under the obligations and duties of an Officer
SECTION 2. LOANS. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in the name of the Association unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to separate instances.
SECTION 3. CHECKS, DRAFTS, etc. All checks, drafts, or other order of the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. DEPOSITS All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
SECTION 1. Any situation not already covered by these By-Laws shall refer to the NRHA Handbook or the Roberts Rules of Order.