The Friesian Horse Society
BYLAWS OF FRIESIAN HORSE SOCIETY, INC.
A NONPROFIT CORPORATION
NAME, PURPOSE, OFFICES
1.01 Name and Purpose. The Friesian Horse Society (FHS) is dedicated to the preservation, breeding, training and improvement of the purebred Friesian horse of Dutch origin, according to the Breeding Book Regulations (BBR) of the mother Stambook and European rules. The primary goal is the breeding of pure offspring of this unique centuries-old breed.
1.02 Principal Place of Business, Registered Office and Agent. The location of the principle place of business and registered office and the name of the registered agent of FHS shall be designated by the Board of directors form time to time.
2.01 Categories of Members.
a.) Purebred Friesian Owners:
- Owns a Purebred Friesian registered with the FHS and
- Has a Purebred Owners membership application accepted by FHS.
b.) Partbred Friesian Owners:
- Owns A Partbred Friesian registered with the FHS and
- Has a Partbred Owners membership application accepted by FHS.
- Does not own a Friesian horse and
- Has an Associate membership application accepted by FHS.
Those individuals who have shown extraordinary service and dedication to the FHS. The Board of Directors prior to going before the Membership must approve nominations. Honorary Members are elected by a vote of the Membership. Honorary members are not obligated to pay membership fees.
2.02 Rights and Duties of Members At the general Members’ Meeting, only Purebred Friesian Owners and Partbred Friesian Owners have the right of motion and voting. However only Purebred Friesian Owners may make motions and vote on matters concerning purebred Friesians and only Partbred Friesian Owners may make motions and vote on matters concerning partbred Friesians. On all other matters Purebred Friesian owners and Partbred Friesian Owners may make motions and vote.
2.02.1 Members are obligated to:
A.) Pay the annual dues as required by Board rules. The Board of Directors will amend the dues from time to time.
b.) To obey the Rules and Regulations as amended from time to time by the Board.
2.02.2 Membership rights include:
A.) Purebred Friesian Owners – Each Purebred Friesian owner has the right to cast one (1) vote in the adoption of any motion or in the election of any director subject to section 2.02 above. A Purebred Friesian Owner may nominate any Purebred Friesian Owner for a director position to the nominating committee of the Board of Directors.
B.) Partbred Friesian Owners – Each Partbred Friesian owner has the right to cast one (1) vote in the adoption of any motion or in the election of any director subject to section 2.02 above. A Partbred Friesian Owner may nominate any Partbred Friesian Owner to serve as a member of the Partbred Friesian Owners Committee, which is under the direction of the Board of Directors. Partbred Friesian Owners will vote in the election of members of the Partbred Friesian Owners Committee.
C.) Associate – Has no motion or voting rights but may participate in FHS activities.
D.) Honorary – has no nomination, motion, or voting rights.
2.02.3 The Board of Directors, by adopted resolution, may request the resignation or terminate the membership of any Member for any act or omission which is deemed by the Board of Directors to be inconsistent with the accomplishment of the purposes and objectives of the FHS or for nonpayment of dues.
2.03 Notice. Notice shall be given by the President not later than the tenth (10th) day and not earlier than the sixtieth (60th) day before the date of such meeting to each Member addressed to the Member’s address last appearing on the books of the FHS, or supplied by such Member to the FHS for the purpose of notice. Such notice shall be in writing with the place, date, and time of the meeting (if conference call or other communications system is the form of communication to be used), and in the case of a special meeting, the purpose or purposes for which the meeting is called.
2.04 Regular Meeting. The regular meeting of the Members for the election of Directors and the transaction of such other business which may properly come before the meeting is usually held in conjunction with the Stallion Performance Testing (SPT). The SPT occurs when there are enough entries to make it financially feasible. This usually occurs every two (2) years. The location is the facility that hosts the SPT. If there is no SPT, the Board can cause a special meeting of the Members in lieu thereof to be held as soon as convenient, and any business transacted or election held at that meeting shall be as valid as if held at the SPT meeting.
2.05 Special Meetings. Special meetings of the Members for any purpose or purposes unless otherwise prescribed by statute, the Articles of Incorporation, or these Bylaws, shall be held at any time upon call of the President, at the request of the Board of Directors, or at the request of Members if approved by the Board of Directors, at such times and places as specified in the notice of the meeting.
2.06 Member List. At least ten (10) days before each meeting of the Members, the General Secretary shall prepare a complete list in alphabetical order of the Members entitled to vote at each meeting, with the residence of each Member. Such list shall be kept on file at the registered office of the FHS for a period of ten (10) days prior to such meeting and shall be subject to inspection by any Member at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to inspection by any Member who may be present.
2.07 Quorum. A quorum for a meeting of the Members shall be ten percent (10 %) of the votes entitled to be cast in person at a meeting of Members. If a quorum is not present or represented at any meeting, the Members entitled to vote there at shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
2.08 Voting. When a quorum is present at any meeting, the affirmative vote of a simple majority of the votes cast shall decide any question, which properly comes before the Members for a vote.
2.09 Proxies. Members will not use proxies.
2.10 Termination of Membership. The Board of Directors by adopted resolution may request the resignation or terminate the membership of any Member for any act or omission which is deemed by the Board of Directors to be inconsistent with the accomplishment of the purposes and objectives of the FHS or for nonpayment of dues.
BOARD OF DIRECTORS
3.01 Authority. The affairs of the FHS shall be under the general direction of a Board of Directors, the sole policy-making body of the Corporation. The Board of Directors shall, to the extent it deems appropriate, exercise its power to administer, direct, manage, and conduct the affairs of the FHS through implementation of these Bylaws and the adoption of Rules and Regulations from time to time.
3.02 Number and Qualifications. The Board will consist of six (6) directors, who each must be a Purebred Friesian owner and residents of North America. A Director shall not hold any Board of Director or officer positions in any other Friesian horse registries.
3.03 Election and Election Procedure. Except as provided in Sections 3.05 and 3.07, the Purebred Friesian Owners and Partbred Friesian Owners will elect directors. Each elected director will take office on January 1 following their election and hold office until their successor is elected and qualified. Nominations must be submitted to the General Secretary no later than October 31 of any given election year. The nominations committee will meet to review the nominations and send a slate of nominees to the General Secretary by November 15. The General Secretary will send out the ballots listing the slate from the nominations committee no later than November 15 of the given election year. The ballots must be returned no later than December 15 of the given election year, to be counted. Each Pure and Part shall cast one (1) vote for each director position to be elected and cannot cast more than one (1) vote for any nominee. The General Secretary will publish the results of the election promptly on the FHS website. Those nominees that receive the most votes for the number of vacancies available elect the Board of Directors. If this decision cannot be met within the first election for a given seat(s), a run-off election of those nominees that were tied will be held promptly using the above election procedures. No person may hold more than one (1) office at any time.
3.04 Change in Number. The number of directors may be increased or decreased, from time to time, by amendment of these Bylaws. However, no amendment decreasing the number of directors may effect the shortening of the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors will be filled by an election at a regular or special meeting or vote of the general members called for that purpose.
3.05 Removal. Any Director of the FHS may be removed, with or without cause, by the Board of Directors by the affirmative vote of a majority of then serving Directors.
3.06 Resignation. Any director of the FHS may resign at any time by giving written notice to the President or Executive Secretary of the FHS. The resignation of any Director is effective upon receipt by the President or Executive Secretary.
3.07 Vacancies. Any vacancy occurring in the Board of Directors (other than a vacancy resulting from the normal expiration of term of office or an increase in the number of directors) may be filled by the affirmative vote of a majority of the then serving members of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. However, if the number of vacancies at one time causes the Board of Directors to have less than four (4) remaining members, this necessitates new nominations and elections for those vacancies by the Purebred Friesian Owners and Partbred Friesian Owners. New elections must take place within three (3) months.
3.08 Regular Meetings; Notice. The Board of Directors will meet as required and on request of the President or the Executive Secretary on behalf of the President. Notice of these meetings shall be at least seven (7) days in advance.
3.10 Special Meetings; Notice. The president or one (1) director may call special meetings of the Board of Directors at any time. The person(s) calling the meeting will give notice to each director at least three (3) days before such meeting. These meetings can be held sooner than three (3) days if all Board members agree.
3.11 Quorum. At a meeting of the Board, a majority of all voting Directors set by these Bylaws shall constitute a quorum. If a quorum is not present at the commencement of a meeting of the Board of Directors, the directors present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until a quorum is present at such meeting. Upon the presence of a quorum, the directors then may consider and act upon any matter permitted by statute, the Articles of Incorporation, or these Bylaws.
3.12 Voting. When a quorum is present at a meeting, the affirmative vote of a majority of the Directors present in person shall decide any question brought before such meeting. If a statute or the Articles of Incorporation, or these Bylaws expressly requires a higher vote, the higher vote shall govern. No Director may vote by proxy.
3.13 Withdrawal of Quorum. A duly constituted meeting of the directors will automatically adjourn upon the withdrawal of enough directors to leave less than a quorum at such meeting.
3.14 Compensation. Directors shall not receive compensation for attendance at Board meetings nor receive a salary for the performance of their duties as a Director of the FHS, but may be allowed reimbursement for their expenses by a resolution or written policy of the Board of Directors, actually and reasonably incurred on behalf of FHS. The board may also appoint a General Secretary. This position in and of itself, is not a voting member of the board, but is under the Board’s direct supervision and is paid as an independent contractor to work for the FHS.
3.15 Minutes. The Executive Secretary of FHS shall keep regular minutes of the Board of Directors’ meetings. The minutes shall be placed in the Minute Book of FHS. Copies of all minutes must be sent to its agent, the FHS attorney in Texas.
3.16 Standing Committees: The Board of Directors shall have the following standing committees:
A.) Nomination Committee: The President shall appoint three (3) then serving directors to serve on the nominations committee and appoint its chair at least 90 days before each election of directors. The nominations committee shall receive nominations from the Purebred Friesian Owners and the Partbred Friesian Owners and create a slate with a nominee for each Director position. The committee will report its slate as directed by the president. The committee members shall serve until the Directors are elected.
B.) Partbred Friesian Owners Committee The committee shall be composed of three (3) Partbred Friesian Owners appointed by the Board of Directors to serve until their successors are appointed. The Board of Directors will appoint the chair. The committee shall meet and make recommendations to the Board of Directors regarding Partbred Friesian matters.
3.17 Special Committees. The Board of Directors may from time to time authorize special committees to be appointed by the President. The Board of Directors will specify the number of persons composing such special committees and the terms and duties of such special committees. The membership of a special committee may be composed of individuals who are not members of the Board of Directors, but at least one (1) director will be a member of each special committee.
3.18 Committee Meetings, Minutes and Removal. Committee meetings shall be called and presided over by the Committee Chair, or in the Chair’s absence by the Vice Chair, after ten (10) days prior notice to all of the committee members. Committees shall meet as often as necessary to properly discharge their duties. A majority of committee members shall constitute a quorum for any committee meeting, and a majority vote of those present and voting at any committee meeting at which a quorum is present shall constitute the action of the committee. Each committee shall keep minutes of its meetings and make reports and recommendations to the Board of Directors. The board of directors may at any time remove a committee member.
3.19 Reference to Committees. While it will not be required, it is recommended, when applicable, that matters be referred to appropriate committees for consideration and recommendations prior to action by the Board of Directors.
3.20 Proxies. Directors and committee members shall not use proxies.
4.01 Number. The officer positions will be: a President, a Vice President, an Executive Secretary, a Treasurer, a Promotions Director, and a Media Director.
4.02 Election, Term of Office, and Qualification. All officers must be members of the Board of Directors and will be elected by the Purebred Friesian Owners and Partbred Friesian Owners for a three (3) year period, beginning in January first following a given election year. To ensure continuity, the officers will serve staggered terms with two (2) officers elected in each annual election cycle. The President and Media Director are elected on one cycle, the Vice President and Promotions Director on the next cycle, with the Executive Secretary and Treasurer being elected on the final cycle. No person may hold more than one (1) office at any time.
4.03 Election Procedure. The Board of Directors will elect an officer to an office whose term is expiring during each election cycle.
4.04 President. The President will preside at all meetings of the members and Board of Directors. The President will see that all orders and resolutions of the Board of Directors are carried into effect. The President, with the proper signature of one other officer of the FHS following adoption of a specific resolution by the Board of Directors, may execute and deliver in the name of the FHS any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the FHS, including, without limitation, any instruments necessary or appropriate to enable the FHS to fulfill its purposes as described in the Articles of Incorporation. The President will have such other duties as may from time to time be prescribed by the Board of Directors.
4.05 Vice President. The Vice President, will have such powers and will perform such duties as may be specified in these Bylaws or prescribed by the Board of Directors or by the President. In the event of absence or disability of the President, the Vice President will temporarily succeed to the powers and duties as designated by the Board of Directors.
4.06 Executive Secretary. The Executive Secretary will see that minutes of the meetings of the Board of Directors, as well as those of the Membership, are kept. A log will be maintained of any decisions made, correspondence with FHS members, voting, or any other official business. The minutes and any voting must be on record with the FHS attorney in Texas. The Executive Secretary is responsible for overseeing the work of the General Secretary. The Executive Secretary will notify the directors of all meetings and perform such other duties as may from time to time be prescribed by these Bylaws, the Board of Directors, or by the President.
4.07 Treasurer. The Treasurer will cause to be kept accurate accounts of all funds of the
FHS received or disbursed. This will include oversight of the compensation paid to the General Secretary. The Treasurer will deposit all funds, drafts, and checks in the name of, and to the credit of, the FHS in such banks and depositories as the Board of Directors by resolution designates from time to time. The Treasurer will have power to endorse for deposit all notes, checks, and drafts received by the FHS. The Treasurer is responsible for the annual financial report at the end of each year. This report must be in written form and presented to the Membership. The Treasurer will cause to be rendered to the President and the Board of Directors whenever required an account of all transactions of the Treasurer and of the financial condition of the FHS, and will perform such other duties as may from time to time be prescribed by these Bylaws, the Board of Directors, or by the President, and in general, will perform all duties incident to the office of Treasurer.
4.08 Promotions Director. The Promotions Director is responsible for overseeing advertising and promotional events and for distributing/loaning promotional items belonging to FHS to members wishing to promote FHS at acceptable events.
4.09 Media Director. The Media Director is responsible for the distribution of information to the membership. This includes, but is not limited to, Website Administration and producing the FHS newsletter “The Friesian Brief”, at least (3) times annually. The newsletter may be published electronically. The Media Director will solicit items for the newsletter from the Members.
4.10 Other Officers The FHS may have such officers as deemed necessary by
the Board of Directors, who will be elected in such manner, have such duties, and hold their offices for such terms as may be determined by resolution adopted by the Board of Directors.
NOTICE, WAIVER, AND PLACE OF MEETINGS
5.1 Notice. Whenever notice is required to be given (by statute, the Articles of Incorporation, these Bylaws, or otherwise) and no provision specifies how notice is to be given, such notice shall be in writing, and may be given:
(A) in person;
(B) by mail, postage prepaid, addressed to the member, director, officer, or committee member at the address appearing on the books of FHS (any notice required or permitted to be given by mail shall be considered given at the time when the same is thus deposited in the United States mail);
(C) by written acknowledged receipt by messenger service or facsimile or electronic transmission; or
(D) in any other method permitted by law.
5.2 Waiver. A written waiver signed by the person or persons entitled to receive written notice by statute, the Articles of Incorporation, or these Bylaws, shall be considered equivalent to the giving of such notice regardless of whether the waiver is signed before or after the time of the meeting. The waiver of notice shall state the date, time, place, and the business to be transacted at such meeting. Except where a person attends a meeting for the express purpose of objection to the transaction of any business on the ground that the meeting is not lawfully called or convened, attendance at such meeting shall constitute a waiver of notice.
5.3 Action Without Meeting. Any action required to be or which may be taken at a meeting of the Board of Directors or at a committee meeting may be taken without a meeting if consent in writing setting forth the action is signed by a required majority of the then serving Directors or committee members respectively as would be necessary to take that action at a meeting.
Each written consent shall bear the date of signature of each Director or committee member who signs the consent. The written consent must be delivered to the Corporation’s registered office or principal office by hand or certified mail, return receipt requested, addressed to the President with notice to each Director or committee member who did not sign the consent in writing.
5.4 Telephone and Similar Meetings. For any meeting described herein, the meeting may be held by means of a telephone conference or similar electronic communication equipment or system if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.
6.01 Rules & Regulations. The Board of Directors may adopt rules & regulations to direct the management of FHS business.
6.02 Books and Records. The FHS will maintain correct and complete books and records of account and will maintain minutes of the proceedings of its Members, Board of Directors, and committees.
6.03 Annual Statement. The Board of Directors shall cause to be prepared a full and clear statement of the business and condition of the FHS, including, but not limited to, a reasonably detailed balance sheet and income statement for the prior fiscal year. Accountants selected by the Board of Directors shall review all such statements.
6.04 Checks and Notes. The Board of Directors will designate from time to time the officer or officers or other person or persons who will sign the checks, demands for money, and notes of the FHS. Unless it is otherwise required by statute or directed by the Board of Directors, such instruments may be signed only by those officers of the FHS designated in a written resolution of the Board of Directors. Unless otherwise required by statute or directed in writing by resolution or otherwise, the President may sign all deeds, mortgages, and other written contracts and agreements to which the FHS is a party. The Board of Directors may, at any time, designate officers or employees of the FHS, other than those named above, who, in the name of the FHS, may sign any of such instruments.
6.05 Bond. The FHS will obtain bond on such persons and in such amounts as may from time to time be determined by the Board of Directors to be necessary.
6.06 Fiscal Year. The fiscal year of the FHS will be January 1 through the following December 31.
6.07 Seal. The FHS’s seal (of which there may be one or more exemplars) will contain the name of the FHS and the name of the state of incorporation. The seal may be used by impressing it, reproducing a facsimile of it, or otherwise.
6.08 Indemnification. The FHS shall be obligated to indemnify its officers and Directors against any and all judgments, penalties, fines, settlements, and reasonable expenses incurred by that person to the full extent permitted under Texas law. The Board of Directors may elect to also indemnify employees and agents as permitted under Texas law.
6.09 Amendment of Bylaws. The Board of Directors may alter, amend, or repeal these Bylaws by the affirmative two-thirds (2/3) majority vote of the then serving directors present at a meeting of the Board at which a quorum is present if notice of the proposed alteration, amendment, or repeal is contained in the notice of the meeting; or the Purebred Friesian Members and the Partbred Friesian Members may alter, amend, or repeal these Bylaws by the affirmative two-thirds (2/3) majority vote of all then Purebred Friesian Members and the Partbred Friesian Members at a meeting of the Members if notice of the proposed alteration, amendment, or repeal is contained in the notice of the meeting
6.10 Construction. Whenever the context so requires, the masculine will include the feminine and neuter, and the singular will include the plural, and conversely. If any portion of these Bylaws becomes invalid or inoperative, then, so far as is reasonable and possible:
(A) the remainder of these Bylaws will be considered valid and operative; and
(B) effect will be given to the intent manifested by the portion held invalid or inoperative.
6.11 Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation. Notwithstanding anything to the contrary, the purpose or purposes for which this Corporation is organized are limited to those that shall qualify it as an exempt organization under Internal Revenue Code §501(c)(6).
SIGNED FOR IDENTIFICATION by the President, effective as of the first day of May 2007.
(S E A L)